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                                                                    EXHIBIT 10.9

                                                                 1 February 2000

                                      SERP

                               CENTEX CORPORATION
                              AMENDED AND RESTATED
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

PURPOSE

         Under the Internal Revenue Code (the "Code") the federal government
         sets a limit (currently $170,000) on the amount of annual compensation
         which may be considered in determining, for the account of an eligible
         participant, a company's contribution to a tax-qualified defined
         contribution plan, including the Profit Sharing and Retirement Plan of
         Centex Corporation (the "Plan"). The purpose of this non-qualified
         Supplemental Executive Retirement Plan ("SERP") is to establish
         balances for each participant in this SERP in an amount substantially
         equal to the additional contribution which he or she would have
         received under the Plan had 100% of his or her annual salary been
         eligible for a profit sharing contribution. The first SERP contribution
         was for the Plan year ended March 31, 1995. The Plan year was changed
         to a calendar year basis in 1999.

ELIGIBILITY

         All current participants in the Plan whose employer's contribution,
         other than a 401(k) contribution, is reduced either by the compensation
         limit under Section 401(k)(17) of the Code (currently $170,000) or in
         order to satisfy any of the non-discrimination tests applicable to the
         Plan, such as Section 410(b)(2) of the Code, which is commonly referred
         to as the "average benefits test". Those provisions of the Code which
         so limit the employer's contribution are herein called the
         "Limitations". New employees paid annual compensation in excess of the
         Limitations (including an employee who does not yet qualify for
         participation in the Plan, provided that he or she does subscribe to
         the Plan when he or she becomes eligible to do so), and participants in
         the Plan who first meet the eligibility standards after subscribing to
         the Plan, may be added to this SERP at the sole discretion of either
         the Chairman and Chief Executive Officer or the Vice Chairman and Chief
         Financial Officer of Centex Corporation (the "Company").

FUNDING

         This is an unfunded, non-qualified plan. The amounts to be allocated to
         each participant for both contributions and earnings will be reflected
         only as accrued


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         liabilities on the books and records of the Company. The participants
         will thus be unsecured creditors of the Company. From time to time the
         Company may, in its sole and absolute discretion, create and administer
         separate accounts for one or more participants which the Company may
         fund, from time to time, in amounts which are equivalent to the total
         account of the participant.

CONTRIBUTIONS

         The annual SERP accrual for the account of each participant will be
         calculated using the total compensation which, but for the
         Limitations, would be eligible for a profit sharing contribution under
         the Plan ("Total Compensation") less the amount which has been
         considered for the Plan contribution (this amount will be $170,000 for
         the Plan year ending December 31, 2000, and is subject to upward
         adjustment in future years as permitted by law). The difference
         between Total Compensation and that considered in the Plan is herein
         called "Excess Salary".

         The accrual contribution to be allocated to the account of a
         participant in the SERP will be the product of his or her Excess
         Salary times the percent of salary used by his or her employer in
         calculating the Plan contribution. Should the Plan formula be changed
         in future years such that the contribution is not calculated
         exclusively as a percentage of compensation, then the percentage to be
         used for the SERP shall represent the percentage derived by dividing
         the total profit sharing contribution for the applicable employer by
         the sum of all of Total Compensation for all of that employer's Plan
         participants.

EARNINGS

         Each participant may designate how his or her SERP account balance is
         to be invested by the Company and will have a "phantom" account whose
         results will match the result of the investments made by the Company.
         Each participant may so designate how his or her SERP balance is to be
         invested by the Company by selecting among the various investment
         options available to him or her as a participant in the Plan. If a
         participant does not notify Fidelity, the offeror of such various
         investment options, as to which investment options he or she selects,
         then such account balance will be invested in the Fidelity Freedom
         2000 Fund, which is heavily invested in fixed income securities, or
         its successor.

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PAYOUT

         Upon termination of employment, including retirement from the Company
         and all its subsidiaries and affiliates (including Centex Construction
         Products, Inc. and its subsidiaries) the Company will become obligated
         to pay to an employee the entire vested balance in his or her account
         in the SERP. Payout will be made on the same basis as payout to the
         employee under the Plan, subject to the following:

         1.       The Company may, in its sole and absolute discretion, pay out
                  the entire SERP balance to such participant, regardless of
                  whether or not such participant has elected to maintain his or
                  her balance in the Plan, at any time upon 90 days prior
                  written notice.

         2.       If the balance of the SERP account at the time of termination
                  of employment is less than $5,000, then within thirty (30)
                  days following termination of employment the vested portion of
                  his or her account balance will be disbursed to such
                  participant, and thereafter he or she will have no further
                  interest in the SERP.

         3.       Following termination of employment upon retirement, if the
                  participant is entitled to and, with the consent of the
                  Company, does leave his or her SERP account balance in place,
                  then the account will be credited with earnings at the same
                  rate as active participants, depending upon the investment
                  selections made by the retired participant.

         4.       Following termination of employment for any reason other than
                  retirement, if the participant is entitled to and, with the
                  consent of the Company, does leave his or her SERP account
                  balance in place, then the account will be credited with
                  earnings at the lesser of the rate earned by the participant's
                  Plan account for the year or 80% of the average Bank of
                  America prime interest rate for the year. Such participant
                  will not have the option of using the phantom accounts offered
                  by Fidelity for active participants.

         5.       Vesting of SERP balances will be identical to vesting of
                  employer contributions to the Plan. Thus, if a terminated
                  employee is only 60% vested in the Plan, the vesting in the
                  SERP balance and accumulated earnings will also be 60%. No
                  participant will be entitled to borrow or withdraw early any
                  part of his or her vested balance.

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MODIFICATION, SUSPENSION OR TERMINATION OF SERP

         The Company may at any time amend, suspend or terminate the SERP.
         However, the amount accrued in the account of a participant in the SERP
         will not be reduced. If the SERP is suspended or terminated, the amount
         accrued in each account but not paid to the participant will continue
         to accrue interest at a rate equal to 80% of the prime rate charged
         from time to time by Bank of America until payout of such sum to the
         participant.


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